Proctor Confidentiality Agreement - Prometric

PROCTOR/NURSE AIDE PROCTOR
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the “Agreement”) is entered into by and between
Prometric Inc. (hereafter referred to as “Prometric”), a Delaware corporation, and Nurse Aide
Proctor, whose name and signature appear on this Agreement, and is effective on the date
signed by Nurse Aide Proctor.
WHEREAS, Prometric is engaged in the business of developing and administering
assessments for various clients, including, but not limited to, academic, information technology,
professional, government, and corporate clients; and
WHEREAS, Prometric has contracted with certain facilities in the State of Idaho for the
purpose of administering the Idaho Nursing Assistant Certification Written Examination; and
WHEREAS, Nurse Aide Proctor is an employee and/or agent of a facility engaged to
administer the Idaho Nursing Assistant Certification Written Examination; and
WHEREAS, in connection with the duties to be performed in the administration of the
Idaho Nursing Assistant Certification Examination, Prometric may be required to disclose certain
information and material which Prometric considers to be of a proprietary and confidential
nature to Nurse Aide Proctor; and
WHEREAS, the Parties wish to define the terms and conditions concerning Nurse Aide
Proctor’s obligations relating to the Prometric confidential and proprietary information and
materials that may be disclosed to Nurse Aide Proctor.
1. TERM
THERFORE, Prometric and Nurse Aide Proctor agree as follows:
The terms and conditions set forth in the Agreement shall survive the termination of Prometric’s
relationship with the Nurse Aide Proctor and the facility engaged to administer the Idaho
Nursing Assistant Certification Written Examination.
2. OWNERSHIP OF INTELLECTUAL PROPERTY
Nurse Aide Proctor acknowledges and agrees that Prometric holds all proprietary rights,
including, but not limited to, copyright, trade secret, and patent, in any data, material, or
information (collectively, the “Prometric Owned Materials”). Nurse Aide Proctor understands
and agrees, that, except for the right to use the Prometric Owned Materials for the sole purpose
of performing his/her responsibilities under this Agreement, no proprietary rights in the
Prometric Owned Materials are granted to Nurse Aide Proctor. Prometric retains ownership of
all Prometric Owned Materials.
3. COVENANT OF CONFIDENTIALITY
Without the prior written consent of Prometric, Nurse Aide Proctor shall not directly or indirectly
disclose or use at any time, either during or subsequent to Nurse Aide Proctor’s arrangement
with Prometric, any trade secrets, know-how, or any other secret or confidential information,
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knowledge or data of Prometric (collectively, “Confidential Information”). Such Confidential
Information includes, but is not limited to, examination forms, examination items, candidate
information, customer lists, and computer programs. Upon request of Prometric, Nurse Aide
Proctor shall promptly return all Prometric Owned Materials, property and all Confidential
Information that are in the Nurse Aide Proctor’s possession or under Nurse Aide Proctor’s
control, including all materials which incorporate such Confidential Information.
4. GOVERNING LAW
The formation, construction, and performance of this Agreement shall be construed in
accordance with the laws of the State of Maryland and the parties agree to submit to the
jurisdiction of the courts of said State with respect to any disputes arising hereunder.
5. INJUNCTIVE RELIEF
Nurse Aide Proctor acknowledges it would be difficult to fully compensate Prometric for
damages resulting from any breach by Nurse Aide Proctor of this Agreement. Accordingly, in
the event of any actual or threatened breach of such provisions, Prometric shall, in addition to
any and all other remedies it may have, be entitled to temporary and/or permanent injunctive
relief to enforce such provisions.
6. SEVERABILITY
This Agreement is severable. If any portion of the Agreement is found to be unenforceable, the
remaining provisions shall be unaffected. Further, the parties expressly stipulate that this
Agreement shall be construed in a manner that renders its provisions valid and enforceable to
the maximum extent possible under application law.
IN WITNESS WHEREOF, Prometric and Nurse Aide Proctor have executed this
Agreement as of the date set forth below.
PROMETRIC Inc. NURSE AIDE PROCTOR
By: ________________________ By: ____________________________
Authorized Signature Authorized Signature
Name: ______________________ Name: __________________________
Title: ________________________ Title: Nurse Aide Proctor
Date: _______________________ Date: ___________________________
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